This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect
or any other forms of damages arising from the translation
Securities Code: 9692
March 31, 2022

To Our Shareholders:
1-11 Higashihara 5-chome, Zama-shi, Kanagawa

Computer Engineering & Consulting Ltd.
Hitoshi Ooishi, President

Notice of the 54th Ordinary General Meeting of Shareholders
We are pleased to announce the 54th Ordinary General Meeting of Shareholders of Computer
Engineering & Consulting Ltd. to be held as described below.
To prevent COVID-19 infections from spreading, you are advised to consider refraining from
attending the General Meeting of Shareholders by exercising your voting rights in advance in writing
or by an electromagnetic means (such as the internet).
If you intend to exercise your voting rights in advance, you are kindly asked to refer to the following
Reference Document for the General Meeting of Shareholders and exercise your voting rights nolater than 5:45 p.m. on Thursday, April 21, 2022 (JST).
Sincerely yours,

1.

Date:

2.

Venue:

3.

Purposes:
Items to be reported:

10:00 a.m., Friday, April 22, 2022 (JST)Meeting Room, 6th Floor, Building A of the Registered Office(Sagamino System Laboratory)
1-11 Higashihara 5-chome, Zama-shi, Kanagawa
1.

2.

Items to be resolved:
Item No. 1:
Item No. 2:
Item No. 3:
Item No. 4:
Item No. 5:
Item No. 6:
Item No. 7:
Item No. 8:

The business report, the consolidated financial statements andthe results of consolidated financial statement audited by the
Accounting Auditor and the Board of Corporate Auditors forthe 54th business period (February 1, 2021 to January 31,
2022)
The non-consolidated financial statements for the 54th
business period (February 1, 2021 to January 31, 2022)

Appropriation of Retained Earnings
Partial amendments to the Articles of Incorporation
Election of eight (8) Directors who are not Audit & Supervisory
Committee Members
Election of three (3) Directors who are Audit & Supervisory
Committee Members
Election of two (2) substitute Directors for Directors who are
Audit & Supervisory Committee Members
Decision on the amounts of remuneration for Directors who are
not Audit & Supervisory Committee Members
Decision on the amounts of remuneration for Directors who are
Audit & Supervisory Committee Members
Issuance of new share subscription rights as stock remunerationtype stock options for Directors (excluding Outside Directors andDirectors who are Audit & Supervisory Committee Members)- 1 -◎ When you attend the meeting, we kindly request that you submit the enclosed voting form to thereceptionist at the venue. Our reception desk will become operational from 9 a.m. on the day.
◎ If there are any revisions to the Reference Document for the General Meeting of Shareholders,the business report, and/or the consolidated and the non-consolidated financial statements, such
revisions will be listed on the Company’s website. (URL: https://www.cec-ltd.co.jp/)◎ Pursuant to applicable laws and Article 15 of the Articles of Incorporation, of documents required

to be submitted, the following are not presented in the Attachment of this Notice of Convocation as
they are shown on the Company’s official website (https://www.cec-ltd.co.jp): i) main lenders,
information on new share subscription rights from the Company, information on Accounting
Auditors, an outline of a system to secure the appropriateness of the Company’s operations and theoperation status that are each stated in the Business Report; and ii) Consolidated Statement of
Changes in Shareholders’ Equity and Notes to Consolidated Financial Statements that are containedin Consolidated Financial Statements; iii) Statement of Changes in Shareholders’ Equity and Notes
to Non-consolidated Financial Statements that are contained in Non-consolidated Financial
Statements. These pieces of information are contained in the Business Report, Consolidated
Financial Statements, and Non-consolidated Financial Statements that were audited by Accounting
Auditors or Corporate Auditors in the course of preparing an accounting audit report or an accounting
report.
< Kind request to attending shareholders >◎ If intending to attend the General Meeting of Shareholders, you are hereby kindly asked tocheck the state of COVID-19 infections and your health condition on the day of the meeting before
coming to the venue.
◎ You will be asked to bring and wear a face mask.
◎ You will be subjected to a body temperature check before entering the venue. It should be

noted beforehand that any shareholder who is found to have a high temperature or seems to be ina poor health condition might be asked not to enter the venue.
◎ It should be noted beforehand that officers and operation staff will wear a mask to provide

service.
◎ It should be noted beforehand that, in the venue, we will take infection-prevention measures

such as placing alcohol sanitizers and distancing seats.
◎

When intending to alter the operation of the General Meeting of Shareholders due todevelopments in the coming days, we will post the information on the Company’s official website(https://www.cec-ltd.co.jp).
* This year, we will refrain from giving souvenirs to shareholders attending the general meeting ofshareholders. We would appreciate your understanding.

- 2 -Reference Document for the General Meeting of Shareholders
Item No. 1: Appropriation of Retained Earnings
The Company regards returning profits to shareholders as one of its significant challenges andhas a policy of paying dividends steadily. The Company hereby proposes the following for
year-end dividends for the fiscal year under review in comprehensive consideration of its
business results, financial position, and future operational expansion.
Year-end Dividend
Type in which dividends are
paid

Cash payment

Dividends per common shareof the Company
Allocation of dividends toshareholders and total amountof dividends

Effective date on which
dividends are disbursed fromretained earnings

Total amount of dividends

20 yen699,864,800 yen

Accordingly, the annual dividend including interim
dividend paid (20 yen per share) will be 40 yen per
share.

April 25, 2022

- 3 -

Item No. 2: Partial amendments to the Articles of Incorporation(1) Reason for proposali.

Computer Engineering & Consulting Ltd. will transition to a Company with Audit
and Supervisory Committee in order to further improve its corporate governance bybolstering the supervision function of the Board of Directors and expediting its
decision-making for business execution.
Accordingly, we hereby propose establishing regulations on Directors who are Audit& Supervisory Committee Members and the Audit and Supervisory Committee andamending the rules on Corporate Auditors and the Board of Corporate Auditors suchas deleting provisions or actions required to be taken to transition to a Company with
Audit and Supervisory Committee.

ii.

We intend to amend Article 30 of the Articles of Incorporation now in force in orderto enable Outside Directors and non-executive Directors to amply fulfill their
expected roles by allowing them to enter into agreements that limit their liability.
Consent has been obtained from the Corporate Auditors for the amendment.

iii.

The Company hereby proposes amending its Articles of Incorporation as follows inorder to prepare for an introduction of a system for providing materials for a general
meeting of shareholders in an electronic format since the amendment set forth in theproviso clause of Article 1 of the Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019) will come into force on
September 1, 2022.
a. Article 15, Paragraph 1 of the post-amendment Articles of Incorporation stipulates
that the Company shall take a measure to electronically provide information
contained in items such as reference documents for a general meeting ofshareholders.
b. Article 15, Paragraph 2 of the post-amendment Articles of Incorporation stipulates
that the Company shall establish regulations intended to limit the scope of mattersto be stated in a letter to be delivered to shareholders requesting one.
c. The Company intends to eliminate the clause “Disclosure via the Internet anddeemed provision of reference documents, etc. for general meetings ofshareholders” (Article 15 of the pre-amendment Articles of Incorporation).
d. The Company will put in place supplementary provisions on effective dates due tothe above-mentioned establishment and elimination.

iv.

Of the amendments to the pre-amendment Articles of Incorporation in this proposal,
the amendment due to the introduction of the electronic provision of reference
documents for a general meeting of shareholders as shown in item (iii) above shallcome into force as provided for in the supplementary provisions on effective dates.
Other amendments to the Articles of Incorporation shall come into force at theconclusion of this General Meeting of Shareholders.

- 4 -(2) Amendments
Proposed amendments are as shown below.
(Underlined parts denote proposed amendments)
Proposed amendments

Pre-amendment Articles ofIncorporation
Chapter 1 General Provisions
Chapter 1 General Provisions
Article 1 through 3 (Provisions were
Article 1 through 3 (Unchanged)
omitted)(Organs)(Organs)
Article 4 The Company shall have theArticle 4 The Company shall have thefollowing organs in addition tofollowing organs in addition to
the General Meeting of
the General Meeting of
Shareholders and Directors:
Shareholders and Directors:(1) Board of Directors;(1) Board of Directors;(2) Corporate Auditors;(2) Audit and Supervisory(3) Board of Corporate Auditors;
Committee;
and(Eliminated)and(4) Accounting Auditors(3) Accounting Auditors
Article 5 (Provisions were omitted)

Article 5 (Unchanged)

Chapter 2 Stocks
Article 6 through 10 (Provisions wereomitted)Chapter 2 Stocks
Article 6 through 10 (Unchanged)(Share Handling Regulations)(Share Handling Regulations)
Article 11 The handling of shares of the
Article 11 The handling of shares of theCompany, related fees, andCompany, related fees, andprocedures for the exercise ofprocedures for the exercise ofshareholders’ rights, etc. shall beshareholders’ rights, etc. shallgoverned by the Share Handlingbe governed by the ShareRegulations established by the
Handling Regulations
Board of Directors, in addition toestablished by the Board of
relevant laws and regulations
Directors, in addition to relevant
and these Articles oflaws and regulations and these
Incorporation.
Articles of Incorporation.
Article 12 (Provisions were omitted)

Article 12 (Unchanged)

Chapter 3 General Meeting of
Shareholders
Article 13 through 14 (Provisions wereomitted)Chapter 3 General Meeting of
Shareholders
Article 13 through 14 (Unchanged)- 5 -Pre-amendment Articles ofIncorporation(Disclosure via Internet and Deemed
Provision of Reference Documents, etc. for
General Meetings of Shareholders)
Article 15 Upon convening a general
meeting of shareholders, theCompany may deem that the
information required to be
described or indicated in thereference documents for thegeneral meeting of shareholders,business reports, financial
statements, and consolidated
financial statements has been
provided to the shareholders
when such information isdisclosed through a method thatuses the Internet in accordancewith the Ministry of JusticeOrdinances.

Proposed amendments(Disclosure via Internet and Deemed
Provision of Reference Documents, etc.
for General Meetings of Shareholders)(Eliminated)(Electronic provision measure)
Article 15 In convening a general meetingof shareholders, the Company
shall take an electronic
provision measure for
information contained inreference documents for ageneral meeting ofshareholders.
2. In a letter to be delivered toshareholders who request one
no later than the record date forvoting rights, the Company
may refrain from stating thewhole or a part of matters
stipulated in Ministry of Justiceordinances, among matters forwhich an electronic provision
measure is taken.

(Newly Established)- 6 -Pre-amendment Articles of
Proposed amendments
Incorporation(Method of Resolution)(Method of Resolution)
Article 16 Unless otherwise set forth in
Article 16 Unless otherwise set forth inany applicable laws andany applicable laws andregulations or in these Articles
regulations or in these Articles
of Incorporation of theof Incorporation of theCompany, resolutions of aCompany, resolutions of ageneral meeting of shareholders
general meeting of shareholders
shall be adopted by an
shall be adopted by anaffirmative vote of a majority ofaffirmative vote of a majority
the voting rights of theof the voting rights of theshareholders in attendance whoshareholders in attendance whoare entitled to vote.
are entitled to vote.
2. Resolutions of a general
2. Resolutions of a general
meeting of shareholders set
meeting of shareholders set
forth in Article 309, Paragraphforth in Article 309, Paragraph
2 of the Companies Act shall be
2 of the Companies Act shall be
adopted by an affirmative voteadopted by an affirmative voteof two-thirds (2/3) or more ofof two-thirds (2/3) or more of
the voting rights of thethe voting rights of theshareholders in attendance whoshareholders in attendance who
hold in aggregate not less thanhold in aggregate not less than
one-third (1/3) of the total
one-third (1/3) of the total
number of voting rights of allnumber of voting rights of allshareholders who are entitled toshareholders who are entitled tovote, unless otherwise set forthvote, unless otherwise set forthin these Articles ofin these Articles ofIncorporation.
Incorporation.
Article 17 through 18 (Provisions wereomitted)

Article 17 through 18 (Unchanged)

Chapter 4 Directors and Board of Directors

Chapter 4 Directors and Board of
Directors(Number of Directors)
Article 19 The Company shall have notmore than fifteen (15) Directors
who are not Audit &Supervisory Committee
Members.
2. The Company shall have notmore than four (4) Directors
who are Audit & Supervisory
Committee Members.

(Number of Directors)
Article 19 The Company shall have notmore than twenty (20) Directors.
(Newly Established)- 7 -Pre-amendment Articles of
Proposed amendments
Incorporation(Election of Directors)(Election of Directors)
Article 20 Directors of the Company shall Article 20 Directors of the Company shallbe elected by a resolution at abe elected by resolution of ageneral meeting of shareholders.
general meeting of shareholders
separately as those who are
Audit & Supervisory
Committee Members and who
are not.
2. A resolution for the election of
2. A resolution for the election of
Directors shall be adopted at a
Directors shall be adopted at a
general meeting of shareholders
general meeting of shareholders
by an affirmative vote of aby an affirmative vote of amajority of the voting rights ofmajority of the voting rights ofthe shareholders in attendance
the shareholders in attendance
who hold voting rights
who hold voting rights
representing in aggregate onerepresenting in aggregate onethird (1/3) or more of the total
third (1/3) or more of the total
number of voting rights of allnumber of voting rights of allshareholders who are entitled toshareholders who are entitled to
vote.
vote.
3. Resolutions for the election of
3. Resolutions for the election of
Directors of the Company shall
Directors of the Company shallnot be made by cumulative
not be made by cumulative
voting.
voting.

- 8 -Pre-amendment Articles ofIncorporation(Term of Office of Directors)
Article 21 The term of office of Directors
shall expire at the close of theordinary general meeting ofshareholders held in respect of
the last business year ending
within one (1) year after theirelection.

Proposed amendments(Term of Office of Directors)
Article 21 The term of office of Directors
who are not Audit &Supervisory Committee
Members shall expire at theclose of the ordinary general
meeting of shareholders held inrespect of the last business year
ending within one (1) year after(Newly Established)
their election.
2. The term of office of Directors
who are Audit & Supervisory
Committee Members shall
expire at the close of theordinary general meeting ofshareholders held in respect of
the last business year ending(Newly Established)within two (2) years after theirelection.
3. The term of office of a Director
who is an Audit & Supervisory
Committee Member who has
been elected as a substitute fora Director who was Audit &Supervisory Committee
Member who resigned prior to
the expiration of his/her term ofoffice shall be until the expiryof the original term of office of
the Director who resigned.
(Representative Directors and Directors(Representative Directors and Directors
with Special Titles)
with Special Titles)
Article 22 The Board of Directors shall
Article 22 The Board of Directors shall,elect, by its resolution, one orby its resolution, elect one ormore Representative Directors
more Representative Directors
from among the Directors withfrom among Directors who are
special titles.
not Audit & Supervisory
2. The Board of Directors may
Committee Members.
elect, by its resolution, one
2. The Board of Directors may
President and one or more
elect, by its resolution, one
Chairmen, Vice Chairmen, Vice
President and one or more
President, Senior Managing
Chairmen, Vice Chairmen,
Directors, Managing Directors,
Vice President, Senior
and Counselors from among theManaging Directors, andDirectors.
Managing Directors fromamong the Directors who are
not Audit & Supervisory
Committee Members.
Article 23 (Provisions were omitted)

Article 23 (Unchanged)- 9 -Pre-amendment Articles ofIncorporation(Procedures for Convocation of Board of
Directors Meetings)
Article 24 Notice to convene a meeting of
the Board of Directors shall begiven to each Director andCorporate Auditor at least three(3) days prior to the date ofsuch meeting. However, incases of emergency, this period
may be shortened.

Proposed amendments(Procedures for Convocation of Board of
Directors Meetings)
Article 24 Notice to convene a meeting of
the Board of Directors shall begiven to each Director at least
three (3) days prior to the dateof such meeting. However, incases of emergency, this period
may be shortened.

(Resolution of Board of Directors
Meetings)
Article 25 Resolutions of a meeting of theBoard of Directors shall be
adopted by an affirmative voteof a majority of the Directors
present who constitute innumber a majority of all the
Directors of the Company.

(Resolution of Board of Directors
Meetings)
Article 25 Resolutions of a meeting of theBoard of Directors shall be
adopted by an affirmative voteof a majority of the Directors
present entitled to vote who
constitute in number a majorityof all the Directors of theCompany.

(Omission of Resolution of Board of
Directors Meetings)
Article 26 With respect to the matters to beresolved by the Board of
Directors, the Company shalldeem that such matters havebeen approved by a resolutionof the Board of Directors when
all the Directors express theiragreement in writing or by anelectromagnetic record;
provided, however, that thisshall not apply if any of the
Corporate Auditors expresses
an objection.
(Regulations of the Board of Directors)
Article 27 (Provisions were omitted)(Omission of Resolution of Board of
Directors Meetings)
Article 26 With respect to the matters to
be resolved by the Board of
Directors, the Company shalldeem that such matters havebeen approved by a resolutionof the Board of Directors when
all the Directors all Directors
entitled to vote on a proposal ata Board of Directors of theCompany express theiragreement in writing or by anelectromagnetic record.

(Remuneration for Directors)
Article 28 Remuneration, etc. for Directors
shall be determined by aresolution of a general meetingof shareholders.

(Remuneration for Directors)
Article 28 Remuneration, etc. for
Directors shall be determinedby a resolution of a general
meeting of shareholders
separately as those who are
Audit & Supervisory
Committee Members and who
are not.

Article 29 (Provisions were omitted)

Article 29 (Unchanged)- 10 -(Regulations of the Board of Directors)
Article 27 (Unchanged)

Pre-amendment Articles ofIncorporation(Exemption from Liability of Outside
Directors)
Article 30 Pursuant to the provisions ofArticle 427, Paragraph 1 of theCompanies Act, the Company
may execute agreements withoutside Directors that limit their
liability for failure to performtheir duties; provided, however,that the limit of the liability
under such agreements shall be
the minimum liability amountprescribed by laws.

Proposed amendments(Exemption from Liability of Directors)
Article 30 Pursuant to the provisions ofArticle 427, Paragraph 1 of theCompanies Act, the Company
may execute agreements with
Directors (excluding executive
Directors) that limit their
liability for failure to performtheir duties; provided, however,that the limit of the liability
under such agreements shall be
the minimum liability amountprescribed by laws.
(Delegation of decision on important duty
execution)
Article 31 Pursuant to Article 399-13,
Paragraph 6 of the Companies
Act, the Company may delegate
to the Directors the whole or apart of a decision on important
duty execution other than those
set forth in the items of
Paragraph 5 of the said article
by resolution of the Board of
Directors.

(Newly Established)

Chapter 5 Corporate Auditors and Board of
Corporate Auditors(Number of Corporate Auditors)
Article 31 The Company shall have notmore than four (4) Corporate
Auditors.
(Method of Election of Corporate
Auditors)
Article 32 The Corporate Auditors of theCompany shall be elected at a
general meeting of shareholders
by an affirmative vote of amajority of the voting rights ofthe shareholders in attendance
who hold voting rights
representing in aggregate onethird (1/3) or more of the total
number of voting rights of allshareholders who are entitled tovote at the meeting.

- 11 -(Eliminated)(Eliminated)(Eliminated)

Pre-amendment Articles ofIncorporation(Election of Substitute Corporate Auditors)
Article 33 The Company may preliminarily
elect substitutes for Corporate
Auditors at a general meeting ofshareholders in case the numberof Corporate Auditors falls
short of the number stipulated
by laws and regulations.
2. A resolution for the election ofsubstitute Corporate Auditors
shall be adopted at a general
meeting of shareholders by anaffirmative vote of a majority ofthe voting rights of theshareholders in attendance who
hold voting rights representing
in aggregate one-third (1/3) ormore of the total number ofvoting rights of all shareholders
who are entitled to vote.
3. The preliminary election
pursuant to the provisions ofParagraph 1 shall be effective
until the opening of the firstordinary general meeting ofshareholders held after thegeneral meeting of shareholders
at which such election was held.
(Term of Office of Corporate Auditors)
Article 34 The term of office of Corporate
Auditors shall expire at theclose of the ordinary general
meeting of shareholders held inrespect of the last business year
ending within four (4) year after
their election.
2. The term of office of a
Corporate Auditor elected to filla vacancy created by theretirement of a Corporate
Auditor before the expiration of
his/her term of office shall be
the remaining term of office ofthe retired Corporate Auditor.
3. In the case where a preliminarily
elected substitute Corporate
Auditor referred to in Paragraph
1 of the preceding Article
assumes office as Corporate
Auditor, his/her term of officeshall be the remaining term ofoffice of the retired Corporate
Auditor- 12 -

Proposed amendments(Eliminated)(Eliminated)

Pre-amendment Articles ofIncorporation

Proposed amendments(Corporate Auditors)
Article 35 The Board of Corporate
Auditors shall elect Corporate
Auditors by its resolution(Procedures for Convocation of Board of
Corporate Auditors Meetings)
Article 36 A notice to convene a meetingof the Board of Corporate
Auditors shall be given to each
Corporate Auditor at least three(3) days prior to the date ofsuch meeting. However, incases of emergency, this period
may be shortened.
(Resolution of Board of Corporate
Auditors Meetings)
Article 37 Unless otherwise set forth in any
applicable laws and regulations,resolutions of the Board of
Corporate Auditors shall be
adopted by an affirmative voteof a majority of the Corporate
Auditors.
(Regulations of the Board of Corporate
Auditors)
Article 38 Matters relating to the Board of
Corporate Auditors shall begoverned by the "Regulationsof the Board of Corporate
Auditors" established by the
Board of Corporate Auditors in
addition to the applicable laws
and regulations and these
Articles of Incorporation.
(Remuneration for Corporate Auditors)
Article 39 Remuneration, etc. for
Corporate Auditors shall be
determined by a resolution of ageneral meeting ofshareholders.
(Minutes of Board of Corporate Auditors)
Article 40 A summary of the proceedings
at a meeting of the Board of
Corporate Auditors and theoutcome as well as othermatters provided for by laws
and regulations shall be statedor recorded in the minutes.
- 13 -(Eliminated)(Eliminated)(Eliminated)(Eliminated)(Eliminated)(Eliminated)

Pre-amendment Articles ofIncorporation

Proposed amendments(Exemption from Liability of Outside
Corporate Auditors)
Article 41 Pursuant to the provisions ofArticle 427, Paragraph 1 of theCompanies Act, the Company
may execute agreements withoutside Corporate Auditors that
limit their liability for failure to
perform their duties; provided,
however, that the limit of theliability under such agreements
shall be the minimum liability
amount prescribed by laws.
(Newly Established)(Eliminated)

Chapter 5 Audit and Supervisory
Committee(Full-time Audit and Supervisory
Committee Members )Article 32 Audit and Supervisory
Committee may elect, by its
resolution, Full-time Audit andSupervisory Committee
Members.

(Newly Established)(Procedures for Convocation of Audit andSupervisory Committee)
Article 33 A notice to convene a meetingof Audit and Supervisory
Committee shall be given toeach Audit & Supervisory
Committee Member at least
three (3) days prior to the dateof such meeting. However, incases of emergency, this period
may be shortened.

(Newly Established)(Resolution of Audit and Supervisory
Committee)
Article 34 Unless otherwise set forth inany applicable laws andregulations, resolutions of the
Audit and Supervisory
Committee shall be adopted byan affirmative vote of amajority of the Audit &Supervisory Committee
Members present entitled tovote who constitute in number amajority of all the Audit &Supervisory Committee
Members of the Company.

(Newly Established)- 14 -

Pre-amendment Articles ofIncorporation

Proposed amendments(Regulations of the Audit and Supervisory
Committee)
Article 35 Matters relating to the Audit
and Supervisory Committee
shall be governed by the"Regulations of the Audit andSupervisory Committee"
established by the Audit andSupervisory Committee in
addition to the applicable laws
and regulations and these
Articles of Incorporation.

(Newly Established)(Minutes of Audit and Supervisory
Committee meeting)
Article 36 A summary of the proceedings
at a meeting of the Audit andSupervisory Committee and theoutcome as well as othermatters provided for by laws
and regulations shall be statedor recorded in the minutes.

(Newly Established)

Chapter 6 Accounting Auditors(Election of Accounting Auditors)
Article 42 Accounting Auditors shall beelected by a resolution at a
general meeting ofshareholders.
(Terms of Office of Accounting Auditors)
Article 43 The term of office of
Accounting Auditors shall
expire at the close of theordinary general meeting ofshareholders held in respect of
the last business year ending
within one (1) year after theirelection.
2. If there is no resolution to thecontrary at the ordinary general
meeting of shareholders
referred to in the preceding
Paragraph, the Accounting
Auditor shall be deemed to bereappointed at such meeting.

Chapter 6 Accounting Auditors(Election of Accounting Auditors)
Article 37 Accounting Auditors shall beelected by a resolution at a
general meeting ofshareholders.
(Terms of Office of Accounting Auditors)
Article 38 The term of office of
Accounting Auditors shall
expire at the close of theordinary general meeting ofshareholders held in respect of
the last business year ending
within one (1) year after theirelection.
2. If there is no resolution to thecontrary at the ordinary general
meeting of shareholders
referred to in the preceding
Paragraph, the Accounting
Auditor shall be deemed to bereappointed at such meeting.

Chapter 7 Accounts
Chapter 7 Accounts(Business Year)(Business Year)
Article 44 The business year of the
Article 39 The business year of theCompany shall commence on
Company shall commence on
February 1 of each year and end
February 1 of each year andon January 31 of the following
end on January 31 of theyear.
following year.
- 15 -

Pre-amendment Articles ofIncorporation

Proposed amendments(Year-end Dividends)
Article 45 By resolution at a general
meeting of shareholders, theCompany shall distribute cash
dividends from surplus(hereinafter referred to as “Yearend Dividends”) to theshareholders or registered sharepledgees whose names havebeen entered or recorded in thelatest register of shareholders asof January 31 of each year.

(Year-end Dividends, Etc.)
Article 40 By resolution at a general
meeting of shareholders, theCompany shall distribute cash
dividends from surplus(hereinafter referred to as“Year-end Dividends”) to theshareholders or registered sharepledgees whose names havebeen entered or recorded in thelatest register of shareholders asof January 31 of each year.

(Interim Dividends)
Article 46 By resolution of the Board of
Directors, the Company may
distribute the dividends fromsurplus set forth in Article 454,
Paragraph 5 of the Companies
Act (hereinafter referred to as“Interim Dividends”) to theshareholders or registered sharepledgees whose names havebeen entered or recorded in thelatest register of shareholders asof July 31 of each year.
(Period of Exclusion Concerning Year-end
Dividends, Etc.)
Article 47 If the Year-end Dividends andthe Interim Dividends are notreceived even after the lapse of
three full years from the date ofcommencement of payment
thereof, the Company shall be
released from the obligation to
pay them.
2. Unpaid Year-End Dividends andInterim Dividends shall bear nointerest.

(Interim Dividends)
Article 41 By resolution of the Board of
Directors, the Company may
distribute the dividends fromsurplus set forth in Article 454,
Paragraph 5 of the Companies
Act (hereinafter referred to as“Interim Dividends”) to theshareholders or registered sharepledgees whose names havebeen entered or recorded in thelatest register of shareholders asof July 31 of each year.
(Period of Exclusion Concerning
Dividends)
Article 42 If the Year-end Dividends andthe Interim Dividends are notreceived even after the lapse of
three full years from the date ofcommencement of payment
thereof, the Company shall be
released from the obligation to
pay them.
2. Unpaid Year-End Dividends andInterim Dividends shall bear nointerest.

(Newly Established)(Supplementary Provisions)- 16 -

Pre-amendment Articles ofIncorporation(Newly Established)

Proposed amendments
Article 1 The amendment to Article 15 of
the pre-amendment Articles ofIncorporation shall come into
force on September 1, 2022, adate on which the amendment
set forth in the proviso clauseof Article 1 of the
Supplementary Provisions of
the Act Partially Amending theCompanies Act (Act No. 70 of2019) comes into force (the“Day of Coming into Force”).
2. Notwithstanding the provisionof the immediately preceding
paragraph, Article 15,“disclosure via the Internet anddeemed provision of reference
documents, etc. for general
meetings of shareholders” ofthe pre-amendment Articles ofIncorporation shall still remain
in force on a general meeting ofshareholders held on a datewithin six months from the Day
of Coming into Force.
3. This article shall be eliminatedafter the latter of a date on
which six months have passed
from the Day of Coming into
Force or a date on which threemonths have passed from thedate of the general meeting ofshareholders set forth in theimmediately preceding
paragraph.

(Newly Established)(Newly Established)- 17 -

Item No. 3: Election of eight (8) Directors who are not Audit & Supervisory
Committee Members
If Item No. 2 “Partial amendments to the Articles of Incorporation” is resolved as proposed,
the Company will transition to a Company with Audit and Supervisory Committee, and theterms of office of all the Directors (nine persons) will expire when the transition-related
amendments to the Articles of Incorporation come into force.
Therefore, the Company proposes the re-election of eight (8) Directors (excluding a director
who are Audit & Supervisory Committee Members; this applies to this proposal). This
proposal is intended to come into force on the condition of coming into force of theamendments to the Articles of Incorporation in relation to the transition to a Company with
Audit and Supervisory Committee through Item No. 2 “Partial amendments to the Articles ofIncorporation.”
The candidates for Director are as follows.
< Reference > The List of Candidates for Directors
Cand
idate
No

Name

Current position at
the Company

Candidatecategory

Attendance ofthe Meetings ofthe Board of
Directors

1

Reappointment Hitoshi Ooishi

President

15 of 16

2

Reappointment Hiroshi Tateishi

Managing Director

16 of 16

3

Reappointment Toshirou Kawano

Managing Director

15 of 16

4

Reappointment Masato Tamano

Director

16 of 16

5

Reappointment Manabu Fujiwara

Director

16 of 16

6

Reappointment Takashi Himeno

Director

16 of 16

7

Reappointment Shin Nakayama

Outside Director

8

Reappointment Masahiko Ootsuka

Outside Director- 18 -

OutsideIndependent
OutsideIndependent

16 of 16

16 of 16

Candi
date
No.

Name
(Date of birth)

Brief profile, position, responsibility and significant
concurrent positions

Number of theCompany’s
shares owned

April 1984

Hitoshi Ooishi
1(May 23, 1957)

Reappointment

Hiroshi Tateishi
2(January 18,
1962)

Reappointment

Joined Daikyo Kanko Incorporated(currently Daikyo Incorporated)
September 1985 Joined Computer Engineering &Consulting Ltd.
April 2012
Executive Officer
April 2013
Director
February 2017
Executive Officer
20,200 shares
Unit President, Corporate Support
UnitGroup
April 2017
Director
Executive Officer
Unit President, Corporate Support
Business Group
February 2020
President (incumbent)(Reason for nomination as a candidate for Director)
Mr. Hitoshi Ooishi was appointed Representative Director in February 2020 andhas since been working to bolster our compliance system and promoting the
growth strategy. It is hereby proposed that Mr. Ooishi as a candidate for
Director be reappointed since he is an important professional for further growthof the Group and deliver an improved corporate value.
April 1984
Joined Computer Engineering &Consulting Ltd.
February 2005
General Manager, Control System
Division, Nishinihon Business Group
February 2010
Unit President, System Development
Unit, System Development BusinessGroup I
February 2011
Executive Officer
February 2013
Unit President, Solution Service Unit
April 2015
Director
Executive Officer
Unit President, Smart Factory Unit
June 2017Managing Director
7,400 shares
Executive Officer
Unit President, Nishinihon Service Unit,
Industry Automation Business Group
February 2019
Managing Director
Executive Officer
February 2021
President, CEC Customer Service Ltd.
(incumbent)
February 2022
Managing Director
Executive Officer
Group President, Digital Industry
Business Group, Computer Engineering &Consulting Ltd. (incumbent)(Significant concurrent positions)
President, CEC Customer Service Ltd.
(Reason for nomination as a candidate for Director)

It is hereby proposed that Mr. Hiroshi Tateishi as a candidate for
Director be reappointed since he will likely make decisions properly andswiftly due to serving concurrently as President of a subsidiary of theGroup in addition to being equipped with extensive experience andinsights mainly concerning the Company’s system development side.

- 19 -

Candi
date
No.

Name
(Date of birth)

Brief profile, position, responsibility and significant
concurrent positions
April 1982

3

Toshirou Kawano(November 14,
1961)

Reappointment

Number of theCompany’s
shares owned

Joined Computer Engineering &Consulting Ltd.
February 2003
General Manager, Kyushu System
Division I
February 2010
Unit President, Platform Services Unit,
Professional Services Business Group
February 2011
Executive Officer
April 2014
Director
Executive Officer
Unit President, Cloud Services Unit
June 2017Managing Director
Executive Officer
Manager, Platform Integration BusinessGroup
February 2018
Managing Director
Executive Officer
12,600 shares
April 2018
President, Oita Computer Engineering &Consulting Ltd. (incumbent)
February 2020
Director
Executive Officer
February 2021
Managing Director
Executive Officer
February 2021
President, Computer Engineering &Consulting (Shanghai), Ltd. (incumbent)
February 2022
Managing Director
Executive Officer
Group President, Service Integration
Business Group, Computer Engineering &Consulting Ltd. (incumbent)(Significant concurrent positions)
President, Oita Computer Engineering & Consulting Ltd.
President, Computer Engineering & Consulting (Shanghai),
Ltd.
(Reason for nomination as a candidate for Director)
It is hereby proposed that Mr. Toshirou Kawano as a candidate for Director bereappointed since he will likely make decisions properly and swiftly due toserving concurrently as President of a subsidiary of the Group in addition to
being equipped with extensive experience and insights mainly concerning theCompany’s system development and creation sides.

- 20 -

Candi
date
No.

Name
(Date of birth)

Brief profile, position, responsibility and significant
concurrent positions
April 1982

4

Masato Tamano(January 21, 1960

Reappointment

5

Manabu Fujiwara(October 27,
1963)

Reappointment

Number of theCompany’s
shares owned

Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
July 2006
General Manager, Production andLogistics Office, Corporate IT
Department
January 2007
Was sent on loan to Toyota
Communication System Co., Ltd.
(currently Toyota Systems Corporation)
April 2011
Was sent on loan to Automobile
Recycling Promotion Center
4,900 shares
April 2015
Was sent on loan to Computer
Engineering & Consulting Ltd.
Director and Executive Officer
April 2018
Became an officer of Computer
Engineering & Consulting Ltd.
February 2022
Director
Executive Officer
Group President, Area Control BusinessGroup (incumbent)(Reason for nomination as a candidate for Director)
It is hereby proposed that Mr. Masato Tamano as a candidate for Director bereappointed since he will likely make decisions properly and swiftly due tobeing equipped with extensive experience and insights mainly concerning
system development in the assembly manufacturing field.
April 1986
Joined Computer Engineering &Consulting Ltd.
February 2007
Manager, Sales Division, Control System
Business Group
April 2014
Corporate Auditor
April 2015
Director
Executive Officer
Unit President, Corporate Support
6,900 sharesBusiness Group
February 2018
Director
Executive Officer
Unit President, Digital Engineering Unit,
Digital Industry Business Group
February 2020
Director
Executive Officer
Unit President, Corporate Administration
Unit (incumbent)(Reason for nomination as a candidate for Director)
It is hereby proposed that Mr. Manabu Fujiwara as a candidate for Director bereappointed since he will likely make decisions properly and swiftly due tobeing equipped with extensive experience and insights mainly concerning theCompany’s sales, system development, human resources, general affairs, andaccounting sides.

- 21 -

Candi
date
No.

Name
(Date of birth)

Brief profile, position, responsibility and significant
concurrent positions
April 1992

6

Takashi Himeno(May 2, 1967)

Reappointment

Number of theCompany’s
shares owned

Joined Computer Engineering &Consulting Ltd.
February 2011
General Manager, Services Div.1,
Platform Services Unit
February 2013
Unit President, Platform Services Unit
February 2014
Executive Officer
February 2020
Unit President, Security Services Unit,
Platform Architect Business Group
April 2020
Director
Executive Officer
5,300 shares
Unit President, Security Services Unit,
Platform Architect Business Group
President, COMSTAFF Co., Ltd.
(incumbent)
February 2022
Director
Executive Officer
Group President, Platform Architect
Business Group (incumbent)(Significant concurrent positions)
President, COMSTAFF Co., Ltd.
(Reason for nomination as a candidate for Director)
It is hereby proposed that Mr. Takashi Himeno as a candidate for Director bereappointed since he will likely make decisions properly and swiftly due toserving concurrently as President of a subsidiary of the Group in addition to
being equipped with extensive experience and insights mainly concerning theCompany’s system creation, data center, and security service sides.

- 22 -

Candi
date
No.

Name
(Date of birth)

Brief profile, position, responsibility and significant
concurrent positions
March 1962
June1988
June 1995
June 1998
March 2000
March 2004

7

Shin Nakayama(November 19,
1939)

Reappointment
OutsideIndependent

Number of theCompany’s
shares owned

Joined Yaskawa Electric Corporation
Director
Managing Director
Senior Managing Director
Representative Director, President
Representative Director, Chairman of theBoard– shares
March 2010
Director
June 2010
Special Advisor
April 2011
Outside Corporate Auditor, Computer
Engineering & Consulting Ltd.
April 2015
Outside Director, Computer Engineering& Consulting Ltd. (incumbent)(Reason for nomination as a candidate for Outside Directors and expected roles)
It is hereby proposed that Mr. Shin Nakayama as a candidate for Outside Director
be reappointed since he as an Outside Director will likely give us advice and fulfill
a function to oversee our business execution from a broad management
perspective due to knowledge and experience accumulated while serving as an
officer at a major electrical manufacturer.

- 23 -

Candi
date
No.

Name
(Date of birth)

Brief profile, position, responsibility and significant
concurrent positions
April 1978
April 2002

Number of theCompany’s
shares owned

Joined Nissan Motor Co., Ltd.
General Manager, Cost Reduction
Promotion Office

April 2005
April 2007

8

Masahiko
Ootsuka(July 16, 1953)

Reappointment
OutsideIndependent

VP, JATCO Ltd.
CEO, Automotive Energy Supply
Corporation. (currently Envision AESC
Japan Ltd.)– shares
October 2010
AdvisorJune 2013
Outside Statutory Auditor, Nissan Shatai
Co., Ltd.
June 2013
Outside Corporate Auditor, Nissan
Kohki Co., Ltd.
April 2018
Outside Director, Computer Engineering& Consulting Ltd. (incumbent)(Reason for nomination as a candidate for Outside Directors and expected roles)
It is hereby proposed that Mr. Masahiko Ootsuka as a candidate for Outside
Director be reappointed since he as an outside Director will likely give us advice
and fulfill a function to oversee our business execution from a broad
management perspective due to knowledge and experience accumulated whileserving as an officer at a major automobile manufacturer.

Notes:
1.
The Company has software development and other transactions with CEC Customer Service Ltd. servedby Mr. Hiroshi Tateishi as President, Oita Computer Engineering & Consulting Ltd. and Computer
Engineering & Consulting (Shanghai), Ltd. served by Toshirou Kawano as President, and COMSTAFF
Co., Ltd. served by Mr. Takashi Himeno as president.
2.
The Company has no particular relationship of interests with candidates other than those shown above.
3.
Mr. Shin Nakayama and Mr. Masahiko Ootsuka are candidates for outside directors.
4.
The Company appointed Mr. Shin Nakayama and Mr. Masahiko Ootsuka as an independent Executive
Officer as set forth by the Tokyo Stock Exchange, Inc. and has registered Mr. Nakayama and Mr. Ootsukawith the Tokyo Stock Exchange, Inc.
5.
At the conclusion of this General Meeting of Shareholders, 11 years will have passed since Mr. Shin
Nakayama took office as Outside Director and Corporate Auditor of the Company, where he was in officeas Outside Director for seven years (took office on April 16, 2015) and as Corporate Auditor for four
years (took office on April 15, 2011).
6.
At the conclusion of this General Meeting of Shareholders, 4 years will have passed since Mr. Masahiko
Ootsuka took office as Outside Director of the Company (took office on April 18, 2018).
7.
As regards the damage compensation liability set forth in Article 423, Paragraph 1 of the Companies Act,
the Company executed liability limitation agreements with Mr. Shin Nakayama and Mr. Masahiko
Ootsuka that stipulate that the amount of liability to be incurred shall be a minimum liability limit as set
forth in Article 425, Paragraph 1 of the Companies Act. If their proposed re-election is resolved, theCompany will continue the agreements with them.
8.
The Company, having executed with insurance companies officer compensation liability insurance
contracts as set forth in Article 430-3, Paragraph 1 of the Companies Act, will compensate in an amount
up to 500 million yen for damage when an officer of the Company is subjected to such a damage
compensation claim incurred due to his/her corporate officer service as is incurred by an insured person.
If the proposed election of the candidates is resolved and they take office, they will be included in theinsured under the insurance contract. On the occasion of next contract renewal, the renewal is scheduled
without change to the terms and conditions.

- 24 -

Item No. 4: Election of three (3) Directors who are Audit & Supervisory Committee
Members
If Item No. 2 “Partial amendments to the Articles of Incorporation” is resolved as proposed,
the Company will transition to a Company with Audit and Supervisory Committee.
Accordingly, the Company proposes the re-election of three (3) Directors who are Audit &Supervisory Committee Members
With regard to this agenda item, the consent of the Board of Corporate Auditors has beenobtained.
This proposal is intended to come into force on the condition of coming into force of theamendments to the Articles of Incorporation in relation to the transition to a Company with
Audit and Supervisory Committee through Item No. 2 “Partial amendments to the Articles ofIncorporation.”
The candidates for Directors who are Audit & Supervisory Committee Members are as follows.
< Reference > The List of Candidates for Directors who are Audit & Supervisory Committee
Members
Cand
idate
No

1

Name

Current positionat the Company

Candidatecategory

Attendanceof theMeetings ofthe Board of
Directors

Attendanceof theMeetings ofthe Board of
Corporate
Auditors––

New Hiroshi Yoshida–

2

New Eiichiro Nakatani

OutsideCorporate
AuditorOutsideIndependent

16 of 16

13 of 13

3

New Katsunori Taniguchi

OutsideCorporate
AuditorOutsideIndependent

16 of 16

13 of 13

- 25 -

Cand
idate
No.

Name
(Date of birth)

Brief profile, position, responsibility and Significant
concurrent positions
April 1986
January 1992

1

Hiroshi Yoshida(April 24, 1963)
New

2

Eiichiro Nakatani(January 21,
1959)
New
OutsideIndependent

Number of theCompany’s
shares owned

Joined Yamazaki Baking Co., Ltd.
Joined Computer Engineering &Consulting Ltd.
February 2013
General Manager, Internal Audit Div.,of the Company
19,000 shares
April 2014
General Manager, General Affairs Div.,of the Company
February 2017
General Manager, Internal Audit Div.,of the Company (incumbent)(Reason for nomination as a candidate for a Director who is an Audit &Supervisory Committee Member)
It is hereby proposed that Mr. Hiroshi Yoshida be elected Audit & Supervisory
Committee Member as we concluded he is suitable for the post due to having
experience in internal audits of the Company.
April 1984
Was registered as a lawyer (Dai-ichi
Tokyo Bar Association)
October 1991
Began to serve Allen & Overy, United
Kingdom
January 2002
Partner for foreign laws, Anderson Mori
& Tomotsune (incumbent)
April 2007
Part-time Lecturer, Faculty of Law,
Waseda University– shares
April 2015
Outside Corporate Auditor of Computer
Engineering & Consulting Ltd.
(incumbent)
April 2016
Member, Japanese Law Translation
Council, Ministry of Justice (incumbent)(Significant concurrent positions)
Partner, Anderson Mori & Tomotsune(Reason for nomination as a candidate for Director who is an Audit &Supervisory Committee Member and expected roles)
It is hereby proposed that Mr. Eiichiro Nakatani Yoshida be elected Outside
Director who is an Audit & Supervisory Committee Member as he is equippedwith expert knowledge and experience as a lawyer and will likely audit andsupervise appropriately on the basis of such experience despite having notbeen directly involved in corporate management.

- 26 -

Cand
idate
No.

Name
(Date of birth)

Brief profile, position, responsibility and Significant
concurrent positions

Number of theCompany’s
shares owned

April 1981

3

Katsunori
Taniguchi(August 13, 1958)
New
OutsideIndependent

Joined Tohmatsu & Aoki Audit
Corporation (currently Deloitte Touche
Tohmatsu LLC)
April 1988
Was registered as a Certified Public
Accountant
April 1993
Senior Manager, Tohmatsu & Aoki
Audit Corporation (currently Deloitte
Touche Tohmatsu LLC)
April 1999
Principal, Deloitte Tohmatsu Consulting
Co., Ltd. (currently ABeam Consulting
Ltd.)
September 2002
Chief Researcher, Japan ResearchInstitute
December 2006
Associate Partner, IBM Business
Consulting Services KK (currently IBM
Japan, Ltd.)
April 2007
Part-time Lecturer, Nihonbashi Gakkan
University (currently Kaichi
International University)– shares
June 2007
Corporate Auditor, NJK Corporation(currently NTT DATA NJKCorporation)
September 2012
President, Katsunori Taniguchi Certified
Public Accountant Office (incumbent)
April 2014
Full-time Associate Professor,
Nihonbashi Gakkan University(currently Kaichi International
University)
April 2017
Part-time Lecturer, Kaichi International
University
April 2019
Outside Corporate Auditor, Computer
Engineering & Consulting Ltd.
(incumbent)
June 2020
Outside Auditor, Happinet Corporation(incumbent)(Significant concurrent positions)
President, Katsunori Taniguchi Certified Public Accountant
OfficeOutside Auditor, Happinet Corporation(Reason for nomination as a candidate for Director who is an Audit &Supervisory Committee Member and expected role)
It is hereby proposed that Mr. Katsunori Taniguchi be elected as candidate for
Outside Director who is an Audit & Supervisory Committee Member as he isequipped with expert knowledge and experience as a certified public accountant,coupled with experience as a corporate auditor at a system development
company, and thus he will likely audit and supervise appropriately on the basisof such experience despite having not been directly involved in corporate
management.

Notes:
1.
There are no special conflicts of interest between the candidates and the Company.
2.
Mr. Eiichiro Nakatani and Mr. Katsunori Taniguchi are the candidates for Outside Directors who are
Audit & Supervisory Committee Members.
3.
The Company, having designated Mr. Eiichiro Nakatani and Mr. Katsunori Taniguchi as independent
officers under the regulations of the Tokyo Stock Exchange, Inc., notified the exchange of their names.
If their proposed election is resolved by this general meeting of shareholders and they take office as
Outside Directors, the Company will continue to designate them as independent officers.

- 27 -

4.
5.
6.

7.

At the conclusion of this General Meeting of Shareholders, 7 years will have passed since Mr. Eiichiro
Nakatani took office as Outside Corporate Auditor of the Company (took office on April 16, 2015)
At the conclusion of this General Meeting of Shareholders, 3 years will have passed since Mr. Katsunori
Taniguchi took office as Outside Corporate Auditor of the Company (took office on April 17, 2019).
As regards the damage compensation liability set forth in Article 423, Paragraph 1 of the Companies Act,
the Company executed liability limitation agreements with Mr. Eiichiro Nakatani and Mr. Katsunori
Taniguchi that stipulate that the amount of liability to be incurred shall be a minimum liability limit as set
forth in Article 425, Paragraph 1 of the Companies Act. If they are elected Directors who are Audit &Supervisory Committee Members, the Company will execute agreements with identical provisions with
them.
The Company, having executed with insurance companies officer compensation liability insurance
contracts as set forth in Article 430-3, Paragraph 1 of the Companies Act, will compensate in an amount
up to 500 million yen for damage when an officer of the Company is subjected to such a damage
compensation claim incurred due to his/her corporate officer service as is incurred by an insured person.
If the proposed election of the candidates is resolved and they take office, they will be included in theinsured under the insurance contract. On the occasion of next contract renewal, the renewal will be done
without change to the terms and conditions.
< Reference > Shown below is a skill matrix that will apply if the candidates shown in this notice ofconvocation are elected as proposed in Items No. 3 and 4.
Sales /
Marketing

R&D

Hiroshi Tateishi〇〇

Toshirou Kawano

〇

〇

〇

〇

〇

〇

Name
Hitoshi Ooishi

Business
administration〇

Legal /
Compliance

HR /
Labor
〇

Finance /Accounting〇

Masato Tamano〇

Manabu Fujiwara
Takashi Himeno
Shin Nakayama(Outside)
Masahiko Ootsuka(Outside)
Hiroshi Yoshida(Audit & Supervisory
Committee Member)
Eiichiro Nakatani(Audit & Supervisory
Committee Member /Outside)Katsunori Taniguchi(Audit & Supervisory
Committee Member /Outside)

〇

〇

〇
〇
〇

〇

〇

〇

〇

- 28 -

Item No. 5: Election of two (2) substitute Directors for Directors who are Audit &Supervisory Committee Members
If Item No. 2 “Partial amendments to the Articles of Incorporation” is resolved as proposed,
the Company will transition to a Company with Audit and Supervisory Committee.
Accordingly, it is hereby proposed that two substitute Directors for Directors who are Audit& Supervisory Committee Members be elected in case the number of directors who are Audit& Supervisory Committee Member falls below a number of such directors that is stipulated inlaws.
Shown below are candidates for substitute Directors for Directors who are Audit &Supervisory Committee Members on the condition of Item No. 4 being resolved. Mr. Kazuaki
Matsumoto is a candidate for substitute Director for Mr. Hiroshi Yoshida, a candidate for
Director who is an Audit & Supervisory Committee Member, and Ms. Etsuko Hara is acandidate for substitute Director for Mr. Eiichiro Nakatani and Mr. Katsunori Taniguchi whoare candidates for Directors who are Audit & Supervisory Committee Members.
With regard to this agenda item, the consent of the Board of Corporate Auditors has beenobtained.
This proposal is intended to come into force on the condition of coming into force of theamendments to the Articles of Incorporation in relation to the transition to a Company with
Audit and Supervisory Committee through Item No. 2 “Partial amendments to the Articles ofIncorporation.”
The candidates for substitute Directors for Directors who are Audit & Supervisory Committee
Members are as follows
Candi
date
No.

Name
(Date of birth)

Brief profile, position, responsibility and Significant
concurrent positions
April 1985

1

KazuakiMatsumoto(March 29, 1962)
New

Number of theCompany’s
shares owned

Joined SYSTEM CONSULTANT
Nagasaki CO. LTD (currently SYSTEM
CONSULTANT CO. LTD)
July 1989
Joined Computer Engineering &Consulting Ltd.
August 2012
Unit President, Development Service
1,000 shares
Unit 3February 2013
Executive Officer,
Unit President, Nishinihon Service Unit
November 2017
Executive Officer
February 2018
Unit President, Business Promotion Unit
(Reason for nomination as a candidate for substitute Directors for Directors who
are Audit & Supervisory Committee Members)
It is hereby proposed that Mr. Kazuaki Matsumoto be elected as substitute
Director for Director who is an Audit & Supervisory Committee Member as weconcluded he is suitable for the post due to being well-versed in the Company’ssystem development side.

- 29 -

Candi
date
No.

Name
(Date of birth)

Brief profile, position, responsibility and Significant
concurrent positions

Number of theCompany’s
shares owned

October 2001

2

Etsuko Hara
(October 18,
1974)
New
OutsideIndependent

Was registered as a lawyer (Daini Tokyo
Bar Association)
October 2001
Joined Anderson Mori & Tomotsune
September 2006
Joined Allen & Overy, Belgium
April 2007
Was registered as a lawyer (State of New
York, U.S.A.)
January 2011
Partner, Anderson Mori & Tomotsune(incumbent)
April 2012
Member, Japanese Law Translation– sharesCouncil, Ministry of Justice
April 2013
Adjunct professor, Graduate School ofLaw, Hitotsubashi University
April 2019
Associate Professor, Graduate School of
Law and Politics, the University of
Tokyo
March 2020
Visiting Professor in a faculty exchange
program between Columbia University
School of Law, U.S.A. and the
University of Tokyo Faculty of Law(Reason for nomination as a candidate for substitute Directors for Directors who
are Audit & Supervisory Committee Members and expected roles)
It is hereby proposed that Ms. Etsuko Hara be elected as substitute Outside
Director for Outside Director who is an Audit & Supervisory Committee
Member as she is equipped with expert knowledge and experience as a lawyer,
and thus she will likely audit and supervise appropriately on the basis of such
experience despite having not been directly involved in corporate management.

Notes:
1.
There are no special conflicts of interest between the candidates and the Company.
2.
Ms. Etsuko Hara is the candidates for substitute Outside Director who is an Audit & Supervisory
Committee Member.
3.
If Ms. Etsuko Hara takes office as Outside Director, the Company will designate her as an independent
officer as stipulated by the Tokyo Stock Exchange, Inc. and will inform her name to the exchange.
4.
If Ms. Etsuko Hara takes office as Outside Director, as regards the damage compensation liability set
forth in Article 423, Paragraph 1 of the Companies Act, the Company will execute liability limitationagreements with Ms. Etsuko Hara that stipulates that the amount of liability to be incurred shall be aminimum liability limit as set forth in Article 425, Paragraph 1 of the Companies Act.
5.
The Company, having executed with insurance companies officer compensation liability insurance
contracts as set forth in Article 430-3, Paragraph 1 of the Companies Act, will compensate in an amount
up to 500 million yen for damage when an officer of the Company is subjected to such a damage
compensation claim incurred due to his/her corporate officer service as is incurred by an insured person.
If the proposed election of the candidates is resolved and they take office, they will be included in theinsured under the insurance contract.

- 30 -

Item No. 6: Decision on the amounts of remuneration for Directors who are not Audit& Supervisory Committee Members
If Item No. 2 “Partial amendments to the Articles of Incorporation” is resolved as proposed,
the Company will transition to a Company with Audit and Supervisory Committee.
The 53rd Ordinary General Meeting of Shareholders held on April 21, 2021 resolved aproposal to set the remuneration for Directors of the Company at not more than 700 million
yen a year. However, due to transitioning to a Company with Audit and Supervisory
Committee, it is hereby proposed that the Company to make the amount null and void before
deciding the remuneration for Directors who are not Audit & Supervisory Committee
Members and set the remuneration for such Directors at not more than 700 million yen a year
(not more than 50 million yen a year for Outside Directors).
We concluded this proposal to be reasonable as it had been decided by the Board of Directors
in comprehensive consideration of the Company’s business size and officer remuneration
system as well as amounts paid, the current number of officers, and future developments.
As shown on page 35of our reference document, we will amend the policy to decide theremuneration for individual Directors of the Company.
The above-mentioned remuneration will not include the employee salary for Directors serving
concurrently as employees.
The Company currently has nine (9) Directors (including two (2) Outside Directors). If Items
No. 2 and 3 are resolved as proposed, the number of Directors who are not Audit &Supervisory Committee Members will be eight (8) persons (including two (2) Outside
Directors).
This proposal is intended to come into force on the condition of coming into force of theamendments to the Articles of Incorporation in relation to the transition to a Company with
Audit and Supervisory Committee through Item No. 2 “Partial amendments to the Articles ofIncorporation.”- 31 -

Item No. 7: Decision on the amounts of remuneration for Directors who are Audit &Supervisory Committee Members
If Item No. 2 “Partial amendments to the Articles of Incorporation” is resolved as proposed,
the Company will transition to a Company with Audit and Supervisory Committee.
Accordingly, it is hereby proposed that the Company sets the amounts of remuneration for
Directors who are Audit & Supervisory Committee Members at not more than 50 million
yen a year.
We concluded this proposal to be reasonable in comprehensive consideration of theCompany’s business size and officer remuneration system as well as amounts paid, thecurrent number of officers, and future developments.
If Items No. 2 and 4 are resolved as proposed, the number of Directors who are Audit &Supervisory Committee Members will be three (3) persons.
This proposal is intended to come into force on the condition of coming into force of theamendments to the Articles of Incorporation in relation to the transition to a Company with
Audit and Supervisory Committee through Item No. 2 “Partial amendments to the Articles ofIncorporation.”- 32 -

Item No. 8: Issuance of new share subscription rights as stock remuneration-type
stock options for Directors (excluding Outside Directors and Directors
who are Audit & Supervisory Committee Members)
As part of its director remuneration scheme revision, the Company abolished the director
retirement benefit program at the conclusion of the 44th Ordinary General Meeting of
Shareholders held on April 18, 2012. We introduced the stock remuneration-type stock option
program for Directors of the Company as a scheme in place of the director retirement benefit
program, and the 53rd Ordinary General Meeting of Shareholders held on April 21, 2021
resolved the outline of this proposal. It is hereby proposed that the following be resolved as
we will transition to a Company with Audit and Supervisory Committee and abolish the stock
remuneration-type stock option program for Corporate Auditors.
The total amount of the remuneration for Directors who are not Audit & Supervisory
Committee Members will be not more than 700 million yen a year (including 50 million yen
a year for Outside Directors) if the following are resolved: i) Item No. 2 “Partial amendments
to the Articles of Incorporation” stemming from the planned transition to a Company with
Audit and Supervisory Committee; and ii) Proposal 6 “Decision on the amounts ofremuneration for Directors who are not Audit & Supervisory Committee Members.”
In this proposal, it is hereby proposed that the amount of remuneration for stock-remunerationtype options for Directors (excluding Directors who are Audit & Supervisory Committee
Members and excluding Outside Directors; this shall apply hereinafter in this proposal) of theCompany be set at not more than 70 million yen a year within the aforementioned limit(excluding Outside Directors).
As resolved by the 53rd Ordinary General Meeting of Shareholders, the amount of payment
for new share subscription rights will be a fair value to be computed with the Black-Scholesmodel on a day on which new share subscription rights are allotted. The Company will pay topersons to be allotted new share subscription rights a monetary remuneration equivalent to a
total amount of payment for new share subscription rights, and will offset the remuneration
claim with the liability for the payment for new share subscription rights. Accordingly, theamount of remuneration for stock options will be an amount to be determined by multiplying
a fair value of each new subscription right to be computed on a day of allotting new sharesubscription rights by a total number of new share subscription rights to be allotted.
If Item No. 3 is resolved as proposed, the number of Directors to be granted new sharesubscription rights will be six due to this proposal.
Shown below are details of new share subscription rights to be issued.
(1) Number of new share subscription rights
The maximum number of new share subscription rights to be issued from the ordinary
general meeting of shareholders of the Company for a given fiscal year to a date one year
from the meeting will be 1,800.
(2) Class and number of shares for new share subscription rights
The class of shares for new share subscription rights will be common stock and thenumber of shares per new share subscription right will be 100 shares.
If it is appropriate to change the number of shares due to conducting a stock split or stock
merger for the common stock of the Company, it will be adjusted as deemed to be required.
(3) Amount of money to be paid in exchange for new share subscription rights
The amount of payment for new share subscription rights will be a fair value to becomputed with the Black-Scholes model on a day on which new share subscription rights
are allotted. The Company, however, will pay to persons to be allotted new share- 33 -

subscription rights a monetary remuneration equivalent to a total amount of payment for
new share subscription rights, and will offset the remuneration claim with the liability forthe payment for new share subscription rights.
(4) Value of an asset to be contributed upon exercise of new share subscription rights
The value of an asset to be contributed upon exercise of new share subscription rights
will be an amount to be determined by multiplying one yen, an amount to be paid for eachshare to be granted by exercising new share subscription rights, by the number of shares
to be granted.
(5) Period during which new share subscription rights are allowed to be exercised
New share subscription rights are allowed to be exercised during a period to be
determined by the Board of Directors and within a period up to a date on which 30 years
have passed from the date of allotment.
(6) Restriction on acquisition of new share subscription rights through saleAn acquisition of new share subscription rights through sale is subject to approval by the
Board of Directors.
(7) Conditions for exercises of new share subscription rightsi.

A holder of new share subscription rights is allowed to entirely exercise the rights only
within 10 days from the day following the day on which he/she ceases to be a Directorof the Company (if the 10th day falls on a non-business day, the previous business day
applies) and within the periods set forth in item (5) above.

ii.

Other conditions to exercise of new share subscription rights will be decided byresolution of the Board of Directors.

(8) Matters for acquisition of new share subscription rights
i.

The Company may acquire the whole of new share subscription rights at no charge
when reaching a date to be specified separately by the Board of Directors of theCompany if a general meeting of shareholders has resolved any of the following: (i) aproposal for a merger agreement whereby the Company becomes the dissolving
company, (ii) a proposal for a company split agreement or company split plan whereby
the Company becomes the splitting company, or (iii) a proposal for a share exchange
agreement or share transfer plan whereby the Company becomes a wholly owned
subsidiary.

ii.

Any other matter for acquisition of new share acquisition rights will be decided byresolution of the Board of Directors.

(9) Matters on solicitation for new share subscription rights
Other details of new share subscription rights will be decided at a Board of Directors
meeting that determines matters for solicitation for new share subscription rights.
(10) Reason for justifying granting of new share subscription rights
New share subscription rights will be granted to Directors of the Company in the form ofstock options in order for them to share the merits and risk of stock price fluctuations withshareholders and to clarify management responsibility for delivering an improved
corporate value, by allotting.
If Items No. 2 and 6 and this proposal are resolved, we will revise a policy as described
below.

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■Policy on deciding the amounts of remuneration for individual Directors who are not Audit& Supervisory Committee Members
The remuneration for Directors (hereinafter excluding those who are Audit & Supervisory
Committee Members and Outside Directors) is composed of basic remuneration (fixed
remuneration) and stock remuneration-type stock options, and no performance-linked
remuneration has been adopted. The value of stock remuneration-type stock options for anindividual Director is decided at an amount conforming to his/her basic remuneration amount(monthly amount) and up to the amount combined with a maximum amount resolved by ageneral meeting of shareholders. Basic remuneration (fixed remuneration) is paid periodicallyto a director during his/her term of office. Given that the stock remuneration-type stock option
scheme was adopted as a program replacing the director retirement benefits program, theCompany allots new share subscription rights to each director in the form of stock options
during his/her term of office with such rights being exercised after resignation as director. The
fair value of a stock remuneration-type stock option is computed with the Black-Sholes model.
The amount basic remuneration and the number of stock remuneration-based stock options foreach individual director are decided by the President in comprehensive consideration of theCompany’s business results and achievements in operations for which the director is
responsible, as fully delegated by the Board of Directors.

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